Professional Documents
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(b)
(c)
The Chairman and Secretary of the company shall assume the following responsibilities:
(i)
(ii)
(iii)
(iv)
to ensure that no one other than the concern director or other authorized
participants are attending the meeting through electronic mode.
(v)
(d)
The Notice of the meeting must inform directors regarding availability of participation
through video conferencing, and provide necessary information to enable directors to
access the availability facility of videoconferencing.
(e)
The notice of the meeting shall also seek confirmation from the director as to whether
he will attend the meeting physically or through electronic mode and shall also contain
the contact number/e-mail addresses of the Secretary/designated officer to whom the
director shall confirm in this regard.
(f)
In the absence of any clarification from the director, it will be presumed that he will be
physically attending the Board Meeting.
(g)
At the start of the scheduled meeting through electronic mode, a roll call shall be made
by the Chairman/Secretary. Every director and authorised participant shall state, for the
record, the following:(i)
Full Name
(ii)
Location
(iii)
That he can completely and clearly see and communicate with each of other
participants.
(iv) and will ensure that no one other than the concern director or authorised
participant is attending the meeting through electronic mode.
(h)
(i)
The place where the Chairman/Secretary is sitting during the Board Meeting shall be
taken as place of meeting in terms of section 288 of the Act and all recordings will be
made at this place. The other statutory register, which are required to be placed in the
Board meeting as per the provisions of the Act, shall be placed before the Chairman for
compliance of the Act. The statutory register required to be signed by the other
directors shall be deemed to have been signed by directors participating through
electronic mode if they have given their consent to this effect in that meeting.
(k)
(l)
In the end of the meeting, Chairman of the meeting shall announce the summary of the
decisions taken in that meeting in respect of each agenda item and names of the
directors who have consented or dissented to those decisions. Video recording of that
part of the meeting shall be preserved by the company for one year from the conclusion
of that meeting.
(m)
In the minutes, Chairman shall also confirm the mode of attendance of every director of
the company during last 3 meetings whether personally or through electronic mode.
(n)
Draft minutes of the meeting shall be circulated in soft copy not later than 7 days of the
meeting for comments/confirmation to the directors who attended the meeting to
dispel all doubts on matters taken up during the meeting. Thereafter, the minutes shall
be entered in the minutes books as prescribed under section 193 of the Act. The
minutes shall also disclose the particulars of the Directors who attended the meeting
through electronic mode.
(NOTE: The above article is given for the limited purpose of bringing awareness about the
subject matter for readers.)
Regards
CS Ajay Mishra
ajaygkp@gmail.com
csajaygkp@gmail.com